Common use of Annual Reports on Assessment of Compliance Clause in Contracts

Annual Reports on Assessment of Compliance. with Servicing Criteria. By March 15th of each year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in March 2012, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Trust Advisor and, to the extent it is a Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March 7th, (other than Bank of America in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be March 15th if delivered directly to the Depositor) each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, by March 7th, each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), to the Depositor, the Trustee, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicable, a report on an assessment of compliance with the Relevant Servicing Criteria with respect to commercial mortgage backed securities transactions taken as a whole involving such party that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than ten (10) Business Days after the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer and the Trustee (if applicable) shall each forward to the Certificate Administrator and the Depositor the name and address of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 7th or March 15th, as applicable, to the Certificate Administrator, each such party shall also at such time include, in its submission to the Certificate Administrator, the assessment (and attestation pursuant to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required to file a Form 10-K, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Schedule X and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee (if applicable) or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant (other than Bank of America in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be April 15th if delivered directly to the Depositor), in any given year so long as it has received written confirmation (which shall be provided prior to March 1) from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance received by the Master Servicer.

Annual Reports on Assessment of Compliance. with Servicing Criteria. By ; Annual Independent Public Accountants' Attestation Report (a) Not later than March 15th of each yearcalendar year commencing in 2007 (and with respect to the Trustee, or if such day is not in its capacity as custodian, only until a Business DayForm 15 Suspension Notice has been filed), each Servicer, the immediately preceding Business Day Securities Administrator, the Master Servicer and the Trustee (with no cure periodin its capacity as successor master servicer, if applicable) each shall deliver, and each Servicer shall cause each Subservicer engaged by such Servicer, and each Servicer, the Securities Administrator, the Master Servicer and the Trustee (in its capacity as successor master servicer, if applicable) shall cause each Subcontractor utilized by such Servicer (or by any such Subservicer), commencing in March 2012, the Master Servicer, the Special Servicer Securities Administrator or the Trustee (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loanin its capacity as successor master servicer, if applicable), the Certificate Administratoras applicable, and determined by such Servicer, the CustodianMaster Servicer, the Trust Advisor andSecurities Administrator or the Trustee (in its capacity as successor master servicer, if applicable), as applicable, pursuant to Section 3.02(e) to be "participating in the extent it is servicing function" within the meaning of Item 1122 of Regulation AB (in each case, a "Servicing Function Participant"), the Trusteeto deliver, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March 7th, (other than Bank of America in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be March 15th if delivered directly to the Depositor) each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, by March 7th, each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), to the Depositor, the Trustee, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) Depositor and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicableSecurities Administrator, a report on an assessment of compliance with the Relevant Servicing Criteria with respect applicable to commercial mortgage backed securities transactions taken as a whole involving such party it that contains (A) a statement by such Reporting Servicer party of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such Reporting Servicer party used the Servicing Criteria to assess compliance with the Relevant applicable Servicing Criteria, (C) such Reporting Servicer’s party's assessment of compliance with the Relevant applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 13.58.12, including, if there has been any material instance of noncompliance with the Relevant applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s Person's assessment of compliance with the Relevant applicable Servicing Criteria as of and for such period. No later than ten (10) Business Days after Each such assessment of compliance report shall be addressed to the end Depositor and signed by an authorized officer of the applicable company, and shall address each fiscal year for of the Trust for which a Form 10-K is required applicable Servicing Criteria set forth on Exhibit T hereto, or as set forth in the notification furnished to be filedthe Depositor and the Securities Administrator pursuant to Section 3.23(c). The Servicers, the Securities Administrator, the Master Servicer, the Special Servicer and the Trustee (in its capacity as custodian or successor master servicer, if applicable) shall each forward hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit T hereto as being covered by such party. The parties to the Certificate Administrator and the Depositor the name and address of each Servicing Function Participant engaged by it and what Relevant this Agreement acknowledge that where a particular Servicing Criteria will be addressed in the report on has multiple components, each party's assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March 7th or March 15th, as applicable, to the Certificate Administrator, each such party shall also at such time include, in its submission to the Certificate Administrator, the assessment (and related attestation pursuant of compliance) will relate only to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required those components that are applicable to file a Form 10-K, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreementsuch party. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the Master applicable Servicer, the Special Servicer, the Certificate Securities Administrator, the Trust Advisor, Master Servicer or the Trustee (in its capacity as custodian or successor master servicer, if applicable) and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it (and each Subservicer or Servicing Function Participant engaged or utilized by the Master related Servicer, such Subservicer or the Trustee (in its capacity as successor master servicer, if applicable), as applicable), as the case may be. No Subcontractor engaged by a Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) Securities Administrator or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Schedule X and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee (if applicable) or any Servicing Function Participant Servicer shall be required to deliver, or to endeavor to cause the delivery of, deliver any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant (other than Bank of America in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be April 15th if delivered directly to the Depositor), assessments required by this paragraph in any given year so long as it has received written confirmation (which shall be provided prior to March 1) from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance received by the Master Servicer.

Annual Reports on Assessment of Compliance. with Servicing Criteria. By ; Annual Independent Public Accountants' Attestation Report (a) Not later than March 15th of each yearcalendar year commencing in 2007 (and with respect to each Custodian, or if such day is not only until a Business DayForm 15 Suspension Notice has been filed), each Servicer, the immediately preceding Business Day Securities Administrator, the Master Servicer, each Custodian and the Trustee (with no cure periodin its capacity as successor master servicer, if applicable) each shall deliver, and each Servicer shall cause each Subservicer engaged by such Servicer, and each Servicer, the Securities Administrator, the Master Servicer and the Trustee (in its capacity as successor master servicer, if applicable) shall cause each Subcontractor utilized by such Servicer (or by any such Subservicer), commencing in March 2012, the Master Servicer, the Special Servicer Securities Administrator or the Trustee (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loanin its capacity as successor master servicer, if applicable), the Certificate Administratoras applicable, and determined by such Servicer, the CustodianMaster Servicer, the Trust Advisor andSecurities Administrator or the Trustee (in its capacity as successor master servicer, if applicable), as applicable, pursuant to Section 3.02(e) to be "participating in the extent it is servicing function" within the meaning of Item 1122 of Regulation AB (in each case, a "Servicing Function Participant"), the Trusteeto deliver, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March 7th, (other than Bank of America in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be March 15th if delivered directly to the Depositor) each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, by March 7th, each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), to the Depositor, the Trustee, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) Depositor and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicableSecurities Administrator, a report on an assessment of compliance with the Relevant Servicing Criteria with respect applicable to commercial mortgage backed securities transactions taken as a whole involving such party it that contains (A) a statement by such Reporting Servicer party of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such Reporting Servicer party used the Servicing Criteria to assess compliance with the Relevant applicable Servicing Criteria, (C) such Reporting Servicer’s party's assessment of compliance with the Relevant applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 13.58.12, including, if there has been any material instance of noncompliance with the Relevant applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s Person's assessment of compliance with the Relevant applicable Servicing Criteria as of and for such period. No later than ten (10) Business Days after Each such assessment of compliance report shall be addressed to the end Depositor and signed by an authorized officer of the applicable company, and shall address each fiscal year for of the Trust for which a Form 10-K is required applicable Servicing Criteria set forth on Exhibit T hereto, or as set forth in the notification furnished to be filedthe Depositor and the Securities Administrator pursuant to Section 3.23(c). The Servicers, the Securities Administrator, the Master Servicer, the Special Servicer and the Trustee (if applicable) shall each forward to the Certificate Administrator and the Depositor the name and address of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicerits capacity as successor master servicer, the Special Servicer, the Trustee (if applicable) and each Sub-Servicer submit the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit T hereto as being covered by March 7th or March 15th, as applicable, such party. The parties to the Certificate Administratorthis Agreement acknowledge that where a particular Servicing Criteria has multiple components, each such party shall also at such time include, in its submission to the Certificate Administrator, the party's assessment of compliance (and related attestation pursuant of compliance) will relate only to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required those components that are applicable to file a Form 10-K, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreementsuch party. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the applicable Servicer, the Securities Administrator, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (in its capacity as successor master servicer, if applicable) and any Servicing Function Participant or the Custodian as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it (and each Subservicer or Servicing Function Participant engaged or utilized by the Master related Servicer, such Subservicer or the Trustee (in its capacity as successor master servicer, if applicable), as applicable), as the case may be. No Subcontractor engaged by a Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) Securities Administrator or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Schedule X and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee (if applicable) or any Servicing Function Participant Servicer shall be required to deliver, or to endeavor to cause the delivery of, deliver any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant (other than Bank of America in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be April 15th if delivered directly to the Depositor), assessments required by this paragraph in any given year so long as it has received written confirmation (which shall be provided prior to March 1) from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance received by the Master Servicer.

Annual Reports on Assessment of Compliance. with Servicing Criteria. By ; Annual Independent Public Accountants' Attestation Report (a) Not later than March 15th of each yearcalendar year commencing in 2008 (and with respect to each Custodian, or if such day is not only until a Business DayForm 15 Suspension Notice has been filed), each Servicer, the immediately preceding Business Day Securities Administrator, the Master Servicer, each Custodian and the Trustee (with no cure periodin its capacity as successor master servicer, if applicable) each shall deliver, and each Servicer shall cause each Subservicer engaged by such Servicer, and each Servicer, the Securities Administrator, the Master Servicer and the Trustee (in its capacity as successor master servicer, if applicable) shall cause each Subcontractor utilized by such Servicer (or by any such Subservicer), commencing in March 2012, the Master Servicer, the Special Servicer Securities Administrator or the Trustee (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loanin its capacity as successor master servicer, if applicable), the Certificate Administratoras applicable, and determined by such Servicer, the CustodianMaster Servicer, the Trust Advisor andSecurities Administrator or the Trustee (in its capacity as successor master servicer, if applicable), as applicable, pursuant to Section 3.02(e) to be "participating in the extent it is servicing function" within the meaning of Item 1122 of Regulation AB (in each case, a "Servicing Function Participant"), the Trusteeto deliver, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March 7th, (other than Bank of America in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be March 15th if delivered directly to the Depositor) each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause, by March 7th, each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), to the Depositor, the Trustee, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) Depositor and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and, solely in the case of the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the related B Note or Serviced Companion Loan, as applicableSecurities Administrator, a report on an assessment of compliance with the Relevant Servicing Criteria with respect applicable to commercial mortgage backed securities transactions taken as a whole involving such party it that contains (A) a statement by such Reporting Servicer party of its responsibility for assessing compliance with the Relevant Servicing CriteriaCriteria applicable to it, (B) a statement that such Reporting Servicer party used the Servicing Criteria to assess compliance with the Relevant applicable Servicing Criteria, (C) such Reporting Servicer’s party's assessment of compliance with the Relevant applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 13.58.12, including, if there has been any material instance of noncompliance with the Relevant applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s Person's assessment of compliance with the Relevant applicable Servicing Criteria as of and for such period. No later than ten (10) Business Days after Each such assessment of compliance report shall be addressed to the end Depositor and signed by an authorized officer of the applicable company, and shall address each fiscal year for of the Trust for which a Form 10-K is required applicable Servicing Criteria set forth on Exhibit T hereto, or as set forth in the notification furnished to be filedthe Depositor and the Securities Administrator pursuant to Section 3.23(c). The Servicers, the Securities Administrator, the Master Servicer, the Special Servicer and the Trustee (if applicable) shall each forward to the Certificate Administrator and the Depositor the name and address of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicerits capacity as successor master servicer, the Special Servicer, the Trustee (if applicable) and each Sub-Servicer submit the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit T hereto as being covered by March 7th or March 15th, as applicable, such party. The parties to the Certificate Administratorthis Agreement acknowledge that where a particular Servicing Criteria has multiple components, each such party shall also at such time include, in its submission to the Certificate Administrator, the party's assessment of compliance (and related attestation pursuant of compliance) will relate only to Section 13.11) of each Servicing Function Participant engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns a Serviced Companion Loan or a Non-Serviced Companion Loan) is required those components that are applicable to file a Form 10-K, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreementsuch party. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the applicable Servicer, the Securities Administrator, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (in its capacity as successor master servicer, if applicable) and any Servicing Function Participant or the Custodian as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it (and each Subservicer or Servicing Function Participant engaged or utilized by the Master related Servicer, such Subservicer or the Trustee (in its capacity as successor master servicer, if applicable), as applicable), as the case may be. No Subcontractor engaged by a Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) Securities Administrator or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Schedule X and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee (if applicable) or any Servicing Function Participant Servicer shall be required to deliver, or to endeavor to cause the delivery of, deliver any such reports until April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor or the Trustee (if applicable), or April 1 in the case of any Servicing Function Participant (other than Bank of America in its capacity as primary servicer under the Primary Servicing Agreement whose deadline shall be April 15th if delivered directly to the Depositor), assessments required by this paragraph in any given year so long as it has received written confirmation (which shall be provided prior to March 1) from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement. If any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment of compliance received by the Master Servicer.